UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 1, 2010
Commission file number: 1-10024
BKF CAPITAL GROUP INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 36-0767530
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State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
225 N.E. Mizner Boulevard, Suite 400 Boca Raton, Florida 33432
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(Address of Principal Executive Office) (Zip Code)
(561) 362-4199
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(Registrant's telephone number including area code)
1 North Federal Highway, Suite 201 Boca Raton, Florida 33432
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(Former Address of Principal Executive Office)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Section 1 - Registrant's Business and Operations.
Item 1.01 Entry into a Material Definitive Agreement.
Effective March 1, 2010, BKF Capital Group, Inc. (the "Company")
relocated its offices to 225 N.E. Mizner Boulevard, Suite 400, Boca Raton,
Florida 33432 (the "Premises"). The Company's telephone number (561) 362-4199
shall remain the same. The Company shall occupy the Premises, which is
approximately 2,418 square feet, pursuant to an Agreement of Sublease, dated as
of March 1, 2010 (the "Sublease"), by and between the Company and Lion Gables
Realty Limited Partnership, a Delaware limited partnership. The Sublease is for
a term of 5 years from March 1, 2010 through February 28, 2015 and the Company
shall pay a monthly base rent of $5,037.50 throughout the Sublease term, plus
certain additional rent. The monthly base rent includes all operating expense
and taxes. A copy of the form Sublease is attached hereto as an Exhibit 10.38.
Item 1.02 Termination of a Material Definitive Agreement.
Pursuant to an agreement between the Company and 1st United, LLC the
sublease between 1st United, LLC and the Company, dated January 1, 2009 relating
to the Company's offices located at 1 North Federal Highway, Suite 201, Boca
Raton, Florida 33432 terminated on February 28, 2010. No consideration was paid
for the termination of the sublease between 1st United, LLC and the Company.
On March 5, 2010, the Company and Steven N. Bronson and Kimberly
Bronson (collectively the "Sellers") mutually agreed to terminate the previously
announced Purchase Agreement, dated December 2, 2009, between the Company and
the Sellers pursuant to which the Company was to acquire all of the membership
interests in Catalyst Financial LLC, an investment banking firm registered as a
broker-dealer with the U.S. Securities and Exchange Commission and a member of
the Financial Industry Regulatory Authority ("FINRA"). Steven N. Bronson, the
Company's Chairman and President is also the owner, registered principal and
President of Catalyst Financial, LLC.
Pursuant to the Purchase Agreement, the Company had agreed to pay a
purchase price of $87,500 to the Sellers in exchange for 100% of the membership
interests of Catalyst Financial (the "Transaction"). In addition the Company was
required to reimburse the Sellers for certain expenses incurred by Catalyst
Financial, LLC prior to the closing of the Transaction. The Purchase Agreement
also contained various representations and warranties, certain covenants and
indemnification obligations. The foregoing summary of the Purchase Agreement is
not complete and is qualified by the full text of the Purchase Agreement, a copy
of which was previously filed by the Company as Exhibit 10.37.
No termination fees were paid in connection with the termination of
the Purchase Agreement.
The Company announced the termination of the Purchase Agreement in a
press release, dated March 8, 2010, a copy of which is attached hereto as
Exhibit 99.1.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
The following Exhibits are hereby filed as part of this Current Report
on Form 8-K:
Exhibit
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10.38 Copy of form Sublease, dated January 1, 2009, by and between BKF
Capital Group, Inc. and Lion Gables Realty Limited Partnership.
99.1 Press Release, dated March 8, 2010.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
BKF Capital Group, Inc. has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: March 8, 2010
BKF CAPITAL GROUP, INC.
(Registrant)
By: /s/ STEVEN N. BRONSON
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Steven N. Bronson, President